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5.

STOCKHOLDERS
5.1 Subscription to shares
(a) How do you acquire shares in a company?
In a corporation, a person may become a shareholder:
(1) By subscription contract with an existing corporation for the
acquisition of unissued shares.
(2) By purchase from the corporation of treasury shares.
(3) By transfer from a previous stockholder of the outstanding shares
or existing subscription.
(b) What is a subscription?
Any contract for the acquisition of unissued stock in an existing
corporation or a corporation still to be, notwithstanding the fact that
the parties refer to it as a purchase or some other contract.
(c) What are pre-incorporation subscriptions?
A subscription for shares of stock of a corporation still to be formed.
It shall be irrevocable for a period of at least six (6) months from the
date of subscription
Exceptions:
-

all of the other subscribers consent to the revocation


the incorporation of said corporation fails to
materialize within said period or within a longer period
as may be stipulated in the contract of subscription

No pre-incorporation subscription may be revoked after


the submission of the articles of incorporation to the
Securities and Exchange Commission
(d) What could be consideration for stocks?

Stocks shall not be issued for a consideration less than the


par or issued price thereof.
Consideration for the issuance of stock may be any or a
combination of any two or more of the following:
1. Actual cash paid to the corporation;
2. Property, tangible or intangible, actually received by
the corporation and necessary or convenient for its
use and lawful purposes at a fair valuation equal to
the par or issued value of the stock issued;
3. Labor performed for or services actually rendered to
the corporation;
4. Previously incurred indebtedness of the corporation;
5. Amounts transferred from unrestricted retained
earnings to stated capital; and
6. Outstanding shares exchanged for stocks in the event
of reclassification or conversion.
Where the consideration is other than actual cash, or consists
of intangible property such as patents of copyrights, the
valuation thereof shall initially be determined by the
incorporators or the board of directors, subject to approval by
the Securities and Exchange Commission.
Shares of stock shall not be issued in exchange for
promissory notes or future service.
The same considerations provided for in this section, insofar
as they may be applicable, may be used for the issuance of
bonds by the corporation.

(i) How is the issue price of no-par shares fixed?

The issued price of no-par value shares may be fixed in the


articles of incorporation or by the board of directors
pursuant to authority conferred upon it by the articles of
incorporation or the by-laws, or in the absence thereof, by
the stockholders representing at least a majority of the
outstanding capital stock at a meeting duly called for the
purpose.
(ii)

If the consideration for shares is other